1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1995. [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from___________________to_____________. Commission File Number: 0-13193 CABLE TV FUND 12-A, LTD. _____________________________________________________________________________ Exact name of registrant as specified in charter Colorado #84-0968104 State of organization I.R.S. employer I.D. # 9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309 Address of principal executive office (303) 792-3111 Registrant's telephone number Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ 2 CABLE TV FUND 12-A, LTD. (A Limited Partnership) UNAUDITED BALANCE SHEETS June 30, December 31, ASSETS 1995 1994 ------ ------------ ------------ CASH $ 130,563 $ 578,657 TRADE RECEIVABLES, less allowance for doubtful receivables of $27,707 and $32,813 at June 30, 1995 and December 31, 1994, respectively 361,965 374,817 INVESTMENT IN CABLE TELEVISION PROPERTIES: Property, plant and equipment, at cost 75,448,191 72,891,760 Less- accumulated depreciation (43,748,511) (40,728,415) ------------ ------------ 31,699,680 32,163,345 Franchise costs, net of accumulated amortization of $20,556,132 and $20,131,554 at June 30, 1995 and December 31, 1994, respectively 2,795,990 3,220,568 Subscriber lists, net of accumulated amortization of $11,578,616 and $11,411,057 at June 30, 1995 and December 31, 1994, respectively 32,249 199,808 ------------ ------------ Total investment in cable television properties 34,527,919 35,583,721 DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 319,733 187,946 ------------ ------------ Total assets $ 35,340,180 $ 36,725,141 ============ ============ The accompanying notes to unaudited financial statements are an integral part of these balance sheets. 2 3 CABLE TV FUND 12-A, LTD. (A Limited Partnership) UNAUDITED BALANCE SHEETS June 30, December 31, LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1995 1994 ------------------------------------------- ------------ ------------ LIABILITIES: Debt $ 26,209,537 $ 26,402,399 Accounts payable- Trade 1,763 30,848 General Partner 248,586 1,305,933 Accrued liabilities 1,313,679 1,317,298 Subscriber prepayments 160,493 131,152 ------------ ------------ Total liabilities 27,934,058 29,187,630 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General Partner- Contributed capital 1,000 1,000 Accumulated deficit (374,447) (373,133) ------------ ------------ (373,447) (372,133) ------------ ------------ Limited Partners- Net contributed capital (104,000 units outstanding at June 30, 1995 and December 31, 1994) 44,619,655 44,619,655 Accumulated deficit (36,840,086) (36,710,011) ------------ ------------ 7,779,569 7,909,644 Total liabilities and ------------ ------------ partners' capital (deficit) $ 35,340,180 $ 36,725,141 ============ ============ The accompanying notes to unaudited financial statements are an integral part of these balance sheets. 3 4 CABLE TV FUND 12-A, LTD. (A Limited Partnership) UNAUDITED STATEMENTS OF OPERATIONS For the Three Months Ended For the Six Months Ended June 30, June 30, ---------------------------- -------------------------------- 1995 1994 1995 1994 ---------- ---------- ----------- ----------- REVENUES $8,040,755 $7,303,783 $15,904,353 $14,604,523 COSTS AND EXPENSES: Operating expenses 4,666,885 4,369,805 9,354,593 8,450,065 Management fees and allocated overhead from General Partner 933,854 919,044 1,928,660 1,850,107 Depreciation and amortization 1,802,778 1,782,501 3,636,752 3,602,791 ---------- ---------- ----------- ----------- OPERATING INCOME 637,238 232,433 984,348 701,560 ---------- ---------- ----------- ----------- OTHER INCOME (EXPENSE): Interest expense (517,773) (425,779) (1,040,386) (797,179) Other, net (48,746) (63,707) (75,351) (75,218) ---------- ---------- ----------- ---------- Total other income (expense), net (566,519) (489,486) (1,115,737) (872,397) ---------- ---------- ----------- ---------- NET INCOME (LOSS) $ 70,719 $ (257,053) $ (131,389) $ (170,837) ========== ========== =========== ========== ALLOCATION OF NET INCOME (LOSS): General Partner $ 707 $ (2,571) $ (1,314) $ (1,708) ========== ========== =========== ========== Limited Partners $ 70,012 $ (254,482) $ (130,075) $ (169,129) ========== ========== =========== ========== NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ .67 $ (2.45) $ (1.25) $ (1.63) ========== ========== ============ =========== WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING 104,000 104,000 104,000 104,000 ========= ========== ============ =========== The accompanying notes to unaudited financial statements are an integral part of these statements. 4 5 CABLE TV FUND 12-A, LTD. (A Limited Partnership) UNAUDITED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1995 1994 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (131,389) $ (170,837) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 3,636,752 3,602,791 Amortization of interest rate protection contract 25,002 25,002 Decrease (increase) in trade receivables 12,852 (88,383) (Increase) decrease in deposits, prepaid expenses and deferred charges (181,308) 12,588 (Decrease) increase in amount due General Partner (1,057,347) 330,458 Decrease in trade accounts payable, accrued liabilities and subscriber prepayments (3,363) (55,783) Net cash provided by operating activities 2,301,199 3,655,836 ------------ ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment, net (2,556,431) (2,200,705) ------------ ----------- Net cash used in investing activities (2,556,431) (2,200,705) ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings 28,015,986 49,816 Repayment of debt (28,208,848) (2,313,514) Net cash used in financing activities (192,862) (2,263,698) ------------ ----------- Decrease in cash (448,094) (808,567) Cash, beginning of period 578,657 1,610,187 ------------ ----------- Cash, end of period $ 130,563 $ 801,620 ============ =========== SUPPLEMENTAL CASH FLOW DISCLOSURE: Interest paid $ 909,460 $ 780,777 ============ =========== The accompanying notes to unaudited financial statements are an integral part of these statements. 5 6 CABLE TV FUND 12-A, LTD. (A Limited Partnership) NOTES TO UNAUDITED FINANCIAL STATEMENTS (1) This Form 10-Q is being filed in conformity with the SEC requirements for unaudited financial statements and does not contain all of the necessary footnote disclosures required for a fair presentation of the Balance Sheets and Statements of Operations and Cash Flows in conformity with generally accepted accounting principles. However, in the opinion of management, this data includes all adjustments, consisting only of normal recurring accruals, necessary to present fairly the financial position of Cable TV Fund 12-A (the "Partnership") at June 30, 1995 and December 31, 1994, its Statements of Operations for the three and six month periods ended June 30, 1995 and 1994 and its Statements of Cash Flows for the six month periods ended June 30, 1995 and 1994. Results of operations for these periods are not necessarily indicative of results to be expected for the full year. The Partnership owns and operates the cable television systems serving areas in and around Fort Myers, Florida; Lake County, Illinois; and Orland Park/Park Forest, Illinois. (2) Jones Intercable, Inc. (the "General Partner"), a publicly held Colorado corporation, manages the Partnership and receives a fee for its services equal to 5 percent of the gross revenues of the Partnership, excluding revenues from the sale of cable television systems or franchises. Management fees for the three and six month periods ended June 30, 1995 were $402,038 and $795,218, respectively, as compared to $365,189 and $730,226, respectively, for the similar 1994 periods. The Partnership reimburses the General Partner for certain allocated overhead and administrative expenses. These expenses consist primarily of salaries and benefits paid to corporate personnel, rent, data processing services and other facilities costs. Such personnel provide engineering, marketing, administrative, accounting, legal and investor relations services to the Partnership. Allocations of personnel costs are based primarily on actual time spent by employees of the General Partner with respect to each partnership managed. Remaining expenses are allocated based on the pro rata relationship of the Partnership's revenues to the total revenues of all systems owned or managed by the General Partner, and certain of its subsidiaries. Systems owned by the General Partner and all other systems owned by partnerships for which Jones Intercable, Inc. is the general partner are also allocated a proportionate share of these expenses. The General Partner believes that the methodology used in allocating overhead and administrative expenses is reasonable. Amounts charged the Partnership by the General Partner for allocated overhead and administrative expenses for the three and six month periods ended June 30, 1995 were $531,816 and $1,133,442, respectively, as compared to $553,855 and $1,119,881, respectively, for the similar 1994 periods. 6 7 CABLE TV FUND 12-A, LTD. (A Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION For the six months ended June 30, 1995, the Partnership generated net cash from operating activities totaling $2,901,199, which is available to fund capital expenditures and non-operating costs. Capital expenditures totaled approximately $2,556,000 during the first six months of 1995. Approximately 30 percent of these expenditures related to the construction of service drops to subscribers' homes. Approximately 20 percent of the expenditures related to the construction of new cable plant and approximately 9 percent of these expenditures was for pay security equipment. The remaining expenditures were used for various enhancements in the Partnership's systems. Funding for these expenditures was provided by cash generated from operations. Anticipated capital expenditures for the remainder of 1995 are approximately $2,100,000. Approximately 37 percent is expected to be used to continue construction of new cable plant and approximately 34 percent will be used for the construction of service drops to subscribers' homes. The remainder of the anticipated expenditures is expected to be used for various enhancements in all of the Partnership's systems. Funding for these expenditures is expected to be provided by cash generated from operations and borrowings available under the Partnership's credit facility discussed below. On January 30, 1995, the Partnership entered into a $30,000,000 revolving credit facility and repaid $26,125,000 outstanding under its previous term loan. Under the terms of the agreement, the revolving credit facility will expire on December 31, 1996, at which time the then-outstanding balance will convert to a term loan. The term loan will be payable in 20 consecutive quarterly installments that will commence on March 31, 1997. At June 30, 1995, $26,000,000 was outstanding under this credit facility. Generally, interest payable on amounts borrowed under the revolving credit facility is at the Partnership's option of Prime or a fixed rate defined as the Euro-Rate plus 1 percent. The effective interest rates on outstanding obligations as of June 30, 1995 and 1994 were 7.19 percent and 5.82 percent, respectively. In January 1993, the Partnership entered into an interest rate cap agreement covering outstanding debt obligations of $15,000,000. The Partnership paid a fee of $150,000. The agreement protects the Partnership from a three month LIBOR interest rate that exceeds 7 percent for three years from the date of the agreement. The General Partner believes that the Partnership has sufficient sources of capital from cash on hand, cash generated from operations and borrowings available under its credit facility to meet its presently anticipated needs. RESULTS OF OPERATIONS Revenues of the Partnership increased $736,972, or approximately 10 percent, to $8,040,755 for the three month period ended June 30, 1995 from $7,303,783 for the comparable 1994 period. Revenues of the Partnership increased $1,299,830, or approximately 9 percent, to $15,904,353 for the six month period ended June 30, 1995 from $14,604,523 for the comparable 1994 period. The Partnership has added approximately 4,770 basic subscribers since June 30, 1994, an increase of approximately 7 percent. The number of basic subscribers totaled 71,873 at June 30, 1995 compared to 67,103 at June 30, 1994. The increase in the number of basic subscribers accounted for approximately 46 percent and 54 percent, respectively, of the increase in revenues for the three and six month periods. Basic service rate adjustments implemented in all of the Partnership's systems accounted for approximately 29 percent and 33 percent, respectively, of the increase for the three and six month periods. Advertising revenues accounted for approximately 12 percent of the increase in revenues for both the three and six month periods. No other individual factor was significant to the increase in revenues. Operating expenses consist primarily of costs associated with the administration of the Partnership's cable television systems. The principal cost components are salaries paid to system personnel, programming expenses, professional fees, subscriber billing costs, rent for leased facilities, cable system maintenance expenses and consumer marketing expenses. Operating expenses increased $297,080, or approximately 7 percent, to $4,666,885 for the three month period ended June 30, 1995 from $4,369,805 for the comparable 1994 period. Operating expenses represented approximately 58 7 8 percent of revenue for the second quarter of 1995 compared to approximately 60 percent of revenue for the same period in 1994. Operating expenses increased $904,528, or approximately 11 percent, to $9,354,593 for the six month period ended June 30, 1995 from $8,450,065 for the comparable 1994 period. This expense represented 59 percent and 58 percent of revenue for the six month periods ended June 30, 1995 and 1994, respectively. Increases in programming costs accounted for approximately 76 percent and 49 percent of the increase in operating expenses for the three and six month periods ended June 30, 1995, respectively, and were due, in part, to the increase in the subscriber base. No other individual factor was significant to the increase in operating expenses. Management fees and allocated overhead from the General Partner increased $14,810, or approximately 2 percent, to $933,854 for the three month period ended June 30, 1995 from $919,044 for the comparable 1994 period. Management fees and allocated overhead from the General Partner increased $78,553, or approximately 4 percent, to $1,928,660 for the six month period ended June 30, 1995 from $1,850,107 for the comparable 1994 period. These increases were due to an increase in revenues, upon which such fees and allocations are based. Depreciation and amortization expense increased $20,277, or approximately 1 percent, to $1,802,778 for the three month period ended June 30, 1995 from $1,782,501 for the comparable 1994 period. Depreciation and amortization increased $33,961, or approximately 1 percent, to $3,636,752 for the six month period ended June 30, 1995 from $3,602,791 for the comparable 1994 period. These increases were due to additions to the Partnership's asset base. Operating income increased $404,805, to $637,238 for the three month period ended June 30, 1995 from $232,433 for 1994. For the six month periods, operating income increased $282,788, or approximately 40 percent, to $984,348 in 1995 from $701,560 in 1994. These increases were due to the increases in revenue exceeding the increases in operating expenses and management fees and allocated overhead from the General Partner and depreciation and amortization expense. Operating income before depreciation and amortization increased $425,082, or approximately 21 percent, to $2,440,016 for the three months ended June 30, 1995 from $2,014,934 for the similar period in 1994. Operating income before depreciation and amortization increased $316,749, or approximately 7 percent, to $4,621,100 for the six month period ended June 30, 1995 from $4,304,351 for the comparable 1994 period. These increases were due to the increases in revenues exceeding the increases in operating expenses and management fees and allocated overhead from the General Partner. Interest expense increased $91,994, or approximately 22 percent, to $517,773 for the three month period ended June 30, 1995 from $425,779 for the comparable 1994 period. Interest expense increased $243,207, or approximately 31 percent to $1,040,386 for the six month period ended June 30, 1995 from $797,179 for the comparable 1994 period. These increases were due to higher effective interest rates and higher outstanding balances on interest bearing obligations. The Partnership recorded net income of $70,719 for the three month period ended June 30, 1995, compared to a net loss of $257,053 for the comparable 1994 period. The Partnership recorded a net loss of $131,389 and $170,837 for the six month periods ended June 30, 1995 and 1994, respectively. The increases in net income are due to the factors discussed above. 8 9 Part II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. a) Exhibits 27) Financial Data Schedule b) Reports on Form 8-K None 9 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CABLE TV FUND 12-A, LTD. BY: JONES INTERCABLE, INC. General Partner By: /S/ Kevin P. Coyle ------------------------------ Kevin P. Coyle Group Vice President/Finance (Principal Financial Officer) Dated: August 11, 1995 10 11 EXHIBIT INDEX Exhibit No. Exhibit Description Page - ----------- ------------------- ---- 27 Financial Data Schedule